<PAGE>
As filed with the Securities and Exchange Commission on January 16, 1998
Registration No. 333-[ ]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
MACK-CALI REALTY CORPORATION
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 22-3305147
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
11 Commerce Drive, Cranford, New Jersey 07016
(908) 272-8000
- --------------------------------------------------------------------------------
(Address, including telephone number, of (Zip Code)
Principal Executive Offices)
THE EMPLOYEE STOCK OPTION PLAN AND
THE DIRECTOR STOCK OPTION PLAN
----------------------------------
(Full Title of the Plans)
Copies to:
MR. THOMAS A. RIZK JONATHAN A. BERNSTEIN, ESQ.
Chief Executive Officer BLAKE HORNICK, ESQ.
Mack-Cali Realty Corporation Pryor, Cashman, Sherman & Flynn
11 Commerce Drive 410 Park Avenue
Cranford, New Jersey New York, New York 10022
(908) 272-8000 (212) 421-4100
- --------------------------------------------------------------------------------
(Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Per Aggregate Registration
be Registered Registered * Share ** Offering Price Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,400,000 shares $40.00 $96,000,000 $29,090.10
($0.01 par
value)
==============================================================================================
</TABLE>
* All of the securities registered hereby are issuable under the Plans. This
registration statement includes: (i) 1,330,188 shares of Common Stock, $.01 par
value per share (the "Common Stock"), with respect to which a registration fee
of $7,682.98 was paid with the filing of Registration Statement No. 33-91822, on
Form S-8, with the Securities and Exchange Commission (the "Commission") on May
2, 1995; (ii) 550,000 shares of Common Stock, with respect to which a
registration fee of $4,687.50 was paid with the filing of Registration Statement
No. 333-18275, on Form S-8, with the Commission on December 19, 1996; and (iii)
1,100,000 shares of Common Stock, with respect to which a registration fee of
$12,260.42 was paid with the filing of Registration Statement No. 333-32661, on
Form S-8, with the Commission on August 1, 1997. To date, 392,668 of such
shares have been sold by certain selling shareholders pursuant to the reoffer
prospectus included in such previously filed registration statements.
** Estimated, in accordance with Rule 457(c), solely for the purpose of
calculating the registration fee. The proposed Maximum Offering Price per Share
represents the average of the high and low prices as reported by the New York
Stock Exchange on January 13, 1998.
<PAGE>
EXPLANATORY NOTES
Pursuant to General Instruction E of Form S-8, this registration statement
incorporates by reference Registration Statement No. 33-91822, on Form S-8,
filed with the Commission on May 2, 1995, a post-effective amendment to which
was filed on September 29, 1995, Registration Statement No. 333-18275, on Form
S-8, filed with the Commission on December 19, 1996, and Registration Statement
No. 333-32661, on Form S-8, filed with the Commission on August 1, 1997.
Included on the immediately following pages is a "reoffer prospectus" for
use by certain selling shareholders in connection with the reoffer and resale of
restricted securities pursuant to the Company's Employee Stock Option Plan and
Director Stock Option Plan.
<PAGE>
PROSPECTUS
- ----------
2,312,510 Shares
MACK-CALI REALTY CORPORATION
Common Stock
------
All of the 2,312,510 shares of common stock, $.01 par value per share (the
"Common Stock"), of Mack-Cali Realty Corporation (together with its
subsidiaries, the "Company") offered hereby are offered for the account of the
shareholders described herein (the "Selling Shareholders"). See "Selling
Shareholders." The Company will not receive any proceeds from the sale of such
Common Stock by the Selling Shareholders. The 2,312,510 shares of Common Stock
offered hereby are referred to herein as the "Selling Shareholder Shares." All
of the Selling Shareholder Shares are issuable upon the exercise of options
granted as of the date hereof.
Shares of Common Stock may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the New York Stock Exchange (the "NYSE") or
other exchanges on which the Common Stock is then traded, in the over-the-
counter market, or otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
Selling Shareholder Shares may be sold in one or more of the following
transactions: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Selling Shareholder Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by the broker or dealer
for its account pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of the exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Shareholders may
arrange for the other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from Selling Shareholders in amounts to be
negotiated immediately prior to the sale. These brokers or dealers and any
other participating brokers or dealers, as well as certain pledgees, donees,
transferees and other successors in interest, may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), in connection with the sales. In addition, any securities covered by
this Prospectus that qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus.
The aggregate proceeds to the Selling Shareholders from the sale of the
Selling Shareholder Shares will be the purchase price of the Selling Shareholder
Shares sold less the aggregate agents' commissions and underwriters' discounts,
if any. By agreement, the Company will pay substantially all of the expenses
incident to the registration of the Selling Shareholder Shares, except for
selling commissions associated with the sale of the Selling Shareholder Shares,
all of which will be paid by the Selling Shareholders.
The Common Stock is listed on the NYSE and the Pacific Exchange under the
symbol "CLI." The closing price of the Common Stock as reported on the NYSE on
January 13, 1997 was $40.0625 per share.
- -------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
- -------------------------------------------------------------------------
The date of this Prospectus is January 16, 1998.
<PAGE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy, the securities
offered hereby in any jurisdiction in which such offer or solicitation is not
authorized, or to any person to whom it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that any
information contained therein is correct as of any time subsequent to the date
hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, the exhibits and schedules forming a
part thereof and the reports, proxy statements and other information filed by
the Company with the Commission in accordance with the Exchange Act can be
inspected and copied at the Commission's public reference section, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the following regional
offices of the Commission: Seven World Trade Center, 13th Floor, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can also be obtained at
prescribed rates by writing to the public reference section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a Web
Site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Commission's Web site is: http://www.sec.gov. In addition,
the Company's Common Stock is listed on the New York Stock Exchange (the "NYSE")
and the Pacific Exchange, and similar information concerning the Company can be
inspected and copied at the offices of the NYSE, 20 Broad Street, New York, New
York 10005, and the Pacific Exchange, 301 Pine Street, San Francisco, California
94104.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") (of which this Prospectus is a part) under
the Securities Act with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. Statements contained in this Prospectus as
to the contents of any contract or other document are not necessarily complete,
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference and the exhibits and schedules
thereto. For further information regarding the Company and the securities
offered hereby, reference is hereby made to the Registration Statement and such
exhibits and schedules which may be obtained from the Commission at its
principal office in Washington, D.C. upon payment of the fees prescribed by the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference:
a. The Company's Annual Report on Form 10-K (File No. 1-13274) for the
fiscal year ended December 31, 1996;
b. The Company's Quarterly Reports on Form 10-Q (File No. 1-13274) for
the fiscal quarters ended March 31, 1997, June 30, 1997 and September
30, 1997;
c. The Company's Current Reports on Form 8-K and Form 8-K/A (File No. 1-
13274), dated January 31, 1997, September 18, 1997, September 19,
1997, December 11, 1997 and January 16, 1998;
-1-
<PAGE>
d. The Company's Proxy Statements relating to the Annual Meeting of
Shareholders held on May 15, 1997 and the Special Meeting of
Shareholders held on December 11, 1997; and
e. The description of the Common Stock and the description of certain
provisions of Maryland Law and the Company's Articles of Incorporation
and Bylaws, both contained in the Company's Registration Statement on
Form 8-A, dated August 9, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing such
documents (provided, however, that the information referred to in Item 402(a)(8)
of Regulation S-K of the Commission shall not be deemed specifically
incorporated by reference herein).
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in the applicable prospectus supplement) or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner of the securities
offered hereby to whom this Prospectus is delivered, upon written or oral
request. Requests should be made to Barry Lefkowitz, Chief Financial Officer of
the Company, 11 Commerce Drive, Cranford, New Jersey 07016-3510 (telephone
number: (908) 272-8000).
THE COMPANY
Mack-Cali Realty Corporation is a fully-integrated real estate investment
trust ("REIT") that owns and operates a portfolio comprised primarily of Class A
office and office/flex buildings, as well as commercial real estate leasing,
management, acquisition, development and construction businesses. As of January
15, 1998, the Company owned and operated 189 properties, aggregating
approximately 22.0 million square feet (collectively, the "Properties"). The
Properties are comprised of 177 office and office/flex buildings totaling
approximately 21.6 million square feet (the "Office Properties" and "Office/Flex
Properties," respectively), six industrial/warehouse properties containing an
aggregate of approximately 400,000 square feet (the "Industrial/Warehouse
Properties"), two multi-family residential properties, two stand-alone retail
properties and two land leases. The 177 Office and Office/Flex Properties are
comprised of 118 office buildings containing an aggregate of 18.6 million square
feet (the "Office Properties") and 59 office/flex buildings containing an
aggregate of approximately 3.0 million square feet (the "Office/Flex
Properties"). The Company believes that its Properties have excellent locations
and access and are well-maintained and professionally managed. As a result, the
Company believes that its Properties attract high quality tenants and achieve
among the highest rental, occupancy and tenant retention rates within their
markets.
On December 11, 1997, the Company, then named Cali Realty Corporation, and
its subsidiary, then named Cali Realty, L.P., completed its previously announced
transaction (the "Mack Transaction") pursuant to an agreement dated as of
September 18, 1997 with the Mack Company and Patriot American Office Group
(collectively, the "Mack Group"), as amended as of December 11, 1997. The
Company acquired 54 office properties, aggregating approximately 9.2 million
square feet (the "Mack Properties") and each of Cali Realty Corporation and Cali
Realty, L.P. changed its name to Mack-Cali Realty Corporation and Mack-Cali
Realty, L.P., respectively. The Mack Properties are located in nine states,
primarily in the Northeast and Southwest.
The Company's strategy has been to focus its development and ownership of
office properties in sub-markets where it is, or can become, a significant and
preferred owner and operator. The Company will continue
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<PAGE>
this strategy by expanding, primarily through acquisitions, initially into sub-
markets where it has, or can achieve, similar status. Management believes that
the recent trend towards increasing rental and occupancy rates in office
buildings in the Company's sub-markets continues to present significant
opportunities for growth. The Company may also develop properties in such sub-
markets, particularly with a view towards potential utilization of certain
vacant land recently acquired or on which the Company holds options. Management
believes that its extensive market knowledge provides the Company with a
significant competitive advantage which is further enhanced by its strong
reputation for and emphasis on delivering highly responsive management services,
including direct and continued access to the Company's senior management. The
Company performs substantially all construction, leasing, management and tenant
improvements on an "in-house" basis and is self-administered and self-managed.
As of December 31, 1997, the Company had over 300 employees.
Cali Associates, the entity to whose business the Company succeeded in
1994, was founded by John J. Cali, Angelo R. Cali and Edward Leshowitz (the
"Founders") who have been involved in the development, leasing, management,
operation and disposition of commercial and residential properties in Northern
and Central New Jersey for over 40 years and have been primarily focusing on
office buildings for the past fifteen years. In addition to the Founders, the
Company's executive officers generally have been employed by the Company and its
predecessor for an average of approximately 10 years. The Company and its
predecessor have built approximately four million square feet of office space,
more than one million square feet of industrial facilities and over 5,500
residential units.
The Company has elected to be taxed as a REIT for federal income tax
purposes and expects to continue to elect such status. Although the Company
believes that it was organized and has been operating in conformity with the
requirements for qualification under the Internal Revenue Code of 1986, as
amended (the "Code"), no assurance can be given that the Company will continue
to qualify as a REIT. Qualification as a REIT involves the application of
highly technical and complex Code provisions of which there are only limited
judicial or administrative interpretations. If in any taxable year the Company
were to fail to qualify as a REIT, the Company would not be allowed a deduction
for distributions to stockholders in computing taxable income and would be
subject to federal taxation at regular corporate rates. As a result, such a
failure would adversely affect the Company's ability to make distributions to
its stockholders and could have an adverse affect on the market value and
marketability of the Common Stock.
To ensure that the Company qualifies as a REIT, the transfer of shares of
capital stock of the Company, including the Common Stock, is subject to certain
restrictions, and ownership of capital stock by any single person is limited to
9.8 percent of the value of such capital stock, subject to certain exceptions.
The Company's Articles of Incorporation provide that any purported transfer in
violation of the above-described ownership limitations shall be void ab initio.
The shares of Common Stock of the Company are listed on the NYSE under the
symbol "CLI." The Company has paid regular quarterly distributions on its
Common Stock since it commenced operations as a REIT in 1994. The Company
intends to continue making regular quarterly distributions to the holders of its
Common Stock. Distributions depend upon a variety of factors, and there can be
no assurance that distributions will be made.
All of the Company's interests in the Properties are held by, and its
operations are conducted through, Mack-Cali Realty, L.P., a Delaware limited
partnership (the "Operating Partnership"), or by entities controlled by the
Operating Partnership. As of December 31, 1997, the Company was the beneficial
owner of approximately 79.6 percent of the Operating Partnership, without taking
into account contingent, non-participating Common and Preferred Units and
warrants to purchase Common Units issued in the Mack Transaction, and is its
sole general partner. As used herein, the term "Units" refers to limited
partnership interests in the Operating Partnership.
The Company was incorporated under the laws of Maryland on May 24, 1994.
Its executive offices are located at 11 Commerce Drive, Cranford, New Jersey
07016, and its telephone number is (908) 272-8000. The Company has an internet
Web address at "http://www.mack-cali.com."
-3-
<PAGE>
USE OF PROCEEDS
The shares of Common Stock offered hereby are being registered for the
account of the Selling Shareholders and, accordingly, the Company will not
receive any proceeds from the sale of the Selling Shareholder Shares by the
Selling Shareholders.
SELLING SHAREHOLDERS
The shares of Common Stock offered by this Prospectus are to be acquired by
directors and/or officers of the Company (the "Selling Shareholders") pursuant
to the Company's Director Stock Option Plan and Employee Stock Option Plan.
Each Selling Shareholder will receive all of the net proceeds from the sale of
his or her respective Selling Shareholder Shares offered hereby. The following
table sets forth certain information regarding the ownership of the Company's
Common Stock by the Selling Shareholders as of January 16, 1998. The number of
shares of Common Stock outstanding will not change as a result of the offering,
nor will the number of shares owned or percentage of ownership of any persons
other than the Selling Shareholders change as a result thereof. There is no
assurance that any of the Selling Shareholders will offer for sale or sell any
or all of the Common Stock offered by them pursuant to this Prospectus.
-4-
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Owned Number of Shares Number of Shares to be
Name and Position with Company Prior to Offering/(1)/ Registered Hereby Owned After Offering/(2)/
- ------------------------------ ----------------------- ----------------- -------------------------
<S> <C> <C> <C>
John J. Cali, Chairman of the Board 505,799 55,569 450,230
Thomas A. Rizk, Chief Executive
Officer and Director 632,914 339,976 292,938
Barry Lefkowitz, Executive V.P. and 160,159 134,803 25,356
Chief Financial Officer
Roger W. Thomas, Executive V.P.,
General Counsel and Assistant 160,433 134,803 25,630
Secretary
Brant Cali, Executive V.P.,
Secretary and Member of Advisory Board 635,351 430,295 205,056
Timothy M. Jones, Executive Vice 417,575 105,295 297,280
President
John R. Cali, Chief Administrative 469,801 330,295 139,506
Officer
James Nugent, Senior Vice President -
Leasing 155,714 120,726 34,988
Greg Berger, Vice President - 106,233 56,832 49,401
Operations
John Crandall, Vice President - 69,644 69,144 500
Leasing
Andrew Greenspan, Vice President -
Acquisitions 92,602 56,832 35,770
Michael Grossman, Vice President
Leasing 91,832 56,832 35,000
Anthony Krug, Vice President - Finance 71,207 71,007 200
Albert Spring, Vice President - 177,935 107,393 70,542
Operations
Brendan T. Byrne, Director 17,100 17,000 100
Martin D. Gruss, Director 10,000 10,000 0
Jeffrey B. Lane, Director 15,000 10,000 5,000
Earle I. Mack, Director 10,000 10,000 0
William L. Mack, Director 10,000 10,000 0
Paul Nussbaum, Director 10,000 10,000 0
Alan Philibosian, Director 15,500 15,000 500
Irvin D. Reid, Director 12,000 12,000 0
</TABLE>
- ----------------------------
/(1)/ Includes shares of Common Stock underlying options. Also includes, where
applicable, shares of Common Stock owned directly or issuable upon the
redemption of units of limited partnership interest in the Operating Partnership
or upon the exercise of warrants.
/(2)/ Assumes all shares registered hereunder will be sold. All Selling
Shareholders would own less than one percent of the number of outstanding shares
of Common Stock at January 16, 1998.
-5-
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Owned Number of Shares Number of Shares to be
Name and Position with Company Prior to Offering/(1)/ Registered Hereby Owned After Offering/(2)/
- ------------------------------ ----------------------- ----------------- -------------------------
<S> <C> <C> <C>
Vincent Tese, Director 12,000 10,000 2,000
Robert F. Weinberg, Director 536,989 15,000 521,989
Brad W. Berger, Member of Advisory
Board 348,573 35,708 312,865
Martin S. Berger, Member of Advisory
Board 10,000 10,000 0
Angelo R. Cali, Member of Advisory
Board 512,949 17,000 495,949
Kenneth A. DeGhetto, Member of
Advisory Board 19,000 10,000 9,000
James W. Hughes, Member of Advisory
Board 17,000 17,000 0
Edward Leshowitz, Member of Advisory
Board 17,000 17,000 0
Alan Turtletaub, Member of Advisory
Board 18,000 17,000 1,000
</TABLE>
- -----------------------
(1) Includes shares of Common Stock underlying options. Also includes, where
applicable, shares of Common Stock owned directly or issuable upon the
redemption of units of limited partnership interest in the Operating Partnership
or upon the exercise of warrants.
(2) Assumes all shares registered hereunder will be sold. All Selling
Shareholders would own less than one percent of the number of outstanding shares
of Common Stock at January 16, 1998.
-6-
<PAGE>
Information regarding each Selling Shareholder's current relationship with
the Company or the Company's predecessors and affiliates and such relationships,
if any, within the past three years is set forth below.
John J. Cali serves as Chairman of the Board of Directors and a member of
the Board of Directors of the Company.
Thomas A. Rizk serves as Chief Executive Officer and a member of the Board
of Directors of the Company. Prior to the Mack Transaction in December 1997,
Mr. Rizk served as President, Chief Executive Officer and a member of the Board
of Directors of the Company. From the formation of the Company until December
31, 1995, he served as President, Chief Financial Officer and a member of the
Board of Directors of the Company.
Barry Lefkowitz serves as Executive Vice President and Chief Financial
Officer of the Company. Prior to the Mack Transaction in December 1997, Mr.
Lefkowitz served as Vice President and Chief Financial Officer of the Company.
Roger W. Thomas serves as Executive Vice President, General Counsel and
Assistant Secretary of the Company. Prior to the Mack Transaction in December
1997, Mr. Thomas served as Vice President, General Counsel and Assistant
Secretary of the Company.
Brant Cali serves as Executive Vice President and Secretary of the Company.
Prior to the Mack Transaction in December 1997, Brant Cali served as Chief
Operating Officer, Secretary and a member of the Board of Directors of the
Company.
Timothy M. Jones serves as Executive Vice President of the Company. Prior
to the RM Transaction in January 1997, Mr. Jones served as Executive Vice
President and Chief Operating Officer of RM.
John R. Cali serves as Executive Vice President of the Company. Prior to
the Mack Transaction in December 1997, John R. Cali served as Chief
Administrative Officer of the Company.
James Nugent serves as Senior Vice President - Leasing of the Company.
Prior to the Mack Transaction in December 1997, Mr. Nugent served as Vice
President - Leasing of the Company.
Greg Berger serves as Vice President - Operations of the Company. Prior to
the RM Transaction on January 31, 1997, Mr. Berger was an affiliate on RM.
John Crandall serves as Vice President - Leasing of the Company.
Andrew Greenspan serves as Vice President - Acquisitions of the Company.
Prior to the RM Transaction on January 31, 1997, Mr. Greenspan was an affiliate
on RM.
Michael Grossman serves as Vice President - Leasing of the Company. Prior
to the RM Transaction on January 31, 1997, Mr. Grossman was an affiliate on RM.
Anthony Krug serves as Vice President - Finance of the Company.
Albert Spring serves as Vice President - Operations of the Company.
-7-
<PAGE>
Brendan T. Byrne serves as a member of the Board of Directors of the
Company.
Martin D. Gruss serves as a member of the Board of Directors of the
Company.
Jeffrey B. Lane serves as a member of the Board of Directors of the
Company.
Earle I. Mack serves as a member of the Board of Directors of the Company.
Prior to the Mack Transaction, Earle I. Mack served as Senior Partner and Chief
Financial Officer of The Mack Company.
William L. Mack serves as a member of the Board of Directors and Chairman
of the Executive Committee of the Company. Prior to the Mack Transaction,
William L. Mack served as Managing Partner of The Mack Company.
Paul Nussbaum serves as a member of the Board of Directors of the Company.
Prior to the Mack Transaction, Mr. Nussbaum, the founder of the Patriot American
Group of companies, served as Chairman and Chief Executive Officer of Patriot
American Hospitality, Inc., and Patriot American Hospitality Operating Co.
Alan Philibosian serves as a member of the Board of Directors of the
Company.
Irvin D. Reid serves as a member of the Board of Directors of the Company.
Vincent Tese serves as a member of the Board of Directors of the Company.
Robert F. Weinberg serves as a member of the Board of Directors of the
Company. Prior to the acquisition by the Company on January 31, 1997 of certain
properties of Robert Martin Company, LLC and affiliates ("RM"), Mr. Weinberg
served as Co-Chairman and General Partner of RM.
Brad W. Berger serves as a member of the Advisory Board of the Company.
Following the RM Transaction in January 1997 until the Mack Transaction in
December 1997, Brad Berger served as Executive Vice President and a member of
the Board of Directors of the Company. Prior to the RM Transaction, Brad Berger
served as RM's President and Chief Executive Officer from 1994 to 1996.
Martin S. Berger serves as a member of the Advisory Board of the Company.
Prior to the RM Transaction on January 31, 1997, Mr. Berger was an affiliate of
RM.
Angelo R. Cali serves as a member of the Advisory Board of the Company.
Prior to the Mack Transaction, Angelo R. Cali served as a member of the Board of
Directors of the Company.
Kenneth A. DeGhetto serves as a member of the Advisory Board of the
Company. Prior to the Mack Transaction, Mr. DeGhetto served as a member of the
Board of Directors of the Company.
James W. Hughes serves as a member of the Advisory Board of the Company.
Prior to the Mack Transaction, Mr. Hughes served as a member of the Board of
Directors of the Company.
Edward Leshowitz serves as a member of the Advisory Board of the Company.
Prior to June 1, 1997, Mr. Leshowitz was a member of the Board of Directors of
the Company.
Alan Turtletaub serves as a member of the Advisory Board of the Company.
Prior to the Mack Transaction, Mr. Turtletaub served as a member of the Board of
Directors of the Company.
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<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholder Shares may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the NYSE or other exchanges on which the
Common Stock is traded, in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Selling Shareholder Shares may be
sold in one or more of the following transactions: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the Selling Shareholder
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by the broker or dealer for its account pursuant to this Prospectus;
(c) an exchange distribution in accordance with the rules of the exchange; and
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Any broker or dealer to be utilized by a Selling Shareholder will be selected by
such Selling Shareholder. Brokers or dealers will receive commissions or
discounts from Selling Shareholders in amounts to be negotiated immediately
prior to the sale. These brokers or dealers and any other participating brokers
or dealers, as well as certain pledgees, donees, transferees and other
successors in interest, may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with the sales. In addition,
any securities covered by this Prospectus that qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus.
Upon the Company being notified by a Selling Shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of Selling
Shareholder Shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemental prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act, disclosing: (i) the name of each such Selling
Shareholder and of the participating broker-dealer(s), (ii) the number of
Selling Shareholder Shares involved, (iii) the price at which such Selling
Shareholder Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.
The Selling Shareholders reserve the sole right to accept and, together
with any agent of the Selling Shareholders, to reject in whole or in part any
proposed purchase of the Selling Shareholder Shares. The Selling Shareholders
will pay any sales commissions or other seller's compensation applicable to such
transactions.
To the extent required, the amount of the Selling Shareholder Shares to be
sold, purchase prices, public offering prices, the names of any agents, dealers
or underwriters, and any applicable commissions or discounts with respect to a
particular offer will be set forth by the Company in a prospectus supplement
accompanying this Prospectus or, if appropriate, a post-effective amendment to
the Registration Statement. The Selling Shareholders and agents who execute
orders on their behalf may be deemed to be underwriters as that term is defined
in Section 2(11) of the Securities Act and a portion of any proceeds of sales
and discounts, commissions or other seller's compensation may be deemed to be
underwriting compensation for purposes of the Securities Act.
Offers and sales of shares of the Common Stock have not been registered or
qualified under the laws of any country, other than the United States. To
comply with certain states' securities laws, if applicable, the Selling
Shareholder Shares will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Selling Shareholder Shares may not be offered or sold unless they have been
registered or qualified for sale in such states or an exemption from
registration or qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of shares of the Common Stock may not simultaneously
engage in market-making activities with respect to such shares of Common Stock
for a period of two to nine business days prior to the commencement of such
distribution. In addition to and without limiting the foregoing, each Selling
Shareholder and any other person participating in a distribution will be subject
to applicable provisions of the Exchange Act and the rules and regulations
thereunder,
- 9 -
<PAGE>
including without limitation, Rules 10b-2, 10b-6 and 10b-7, which provisions may
limit the timing of purchases and sales of any of the shares of Common Stock by
the Selling Shareholders or any such other person. All of the foregoing may
affect the marketability of the Common Stock and the brokers' and dealers'
ability to engage in market-making activities with respect to the Common Stock.
The Company will pay substantially all of the expenses incident to the
registration of the shares of Common Stock offered hereby, estimated to be
approximately $40,000.
DESCRIPTION OF SECURITIES TO BE REGISTERED
General
The authorized capital stock of the Company consists of 190,000,000 shares
of Common Stock, par value $.01 per share, and 5,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred Stock"). At December 31, 1997,
49,856,289 shares of Common Stock were issued and outstanding; no shares of
Preferred Stock are outstanding as of the date hereof.
Each outstanding share of Common Stock will entitle the holder to one vote
on all matters presented to shareholders for a vote, subject to the provisions
of the Company's Articles of Incorporation regarding the ownership of shares of
Common Stock in excess of the Ownership Limit described below. Holders of shares
of Common Stock will have no preemptive rights or cumulative voting rights. All
shares of Common Stock to be outstanding following this offering will be duly
authorized, fully paid, and nonassessable. Distributions may be paid to the
holders of shares of Common Stock if and when declared by the Board of Directors
of the Company out of funds legally available therefor. The Company has paid
regular and uninterrupted quarterly dividends from the third quarter of 1994.
Under Maryland law, shareholders are generally not liable for the Company's
debts or obligations. If the Company is liquidated, subject to the right of any
holders of Preferred Stock to receive preferential distribution, each
outstanding share of Common Stock will be entitled to participate pro rata in
the assets remaining after payment of, or adequate provision for, all known
debts and liabilities of the Company, including debts and liabilities arising
out of its status of general partner of the Operating Partnership.
With certain exceptions, the Company's Articles of Incorporation provide
that no person may own, or be deemed to own by virtue of the attribution rules
of the Code, more than 9.8 percent of the value of the Company's issued and
outstanding shares of capital stock. See "-- Restrictions on Transfer" below.
The registrar and transfer agent for the Company's Common Stock is
ChaseMellon Shareholder Services.
Under the Company's Articles of Incorporation, shares of Preferred Stock
may be issued from time to time, in one or more series, as authorized by the
Board of Directors. Prior to the issuance of shares of each series, the Board
of Directors is required by the Maryland General Corporation Law (the "MGCL")
and the Company's Articles of Incorporation to adopt resolutions and file
Articles Supplementary with the State Department of Assessments and Taxation of
Maryland, fixing for each such series the designations, powers, preferences and
rights of the shares of such series and the qualifications, limitations or
restrictions thereon, including, but not limited to, dividend rights, dividend
rate or rates, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, and the
liquidation preferences as are permitted by Maryland law. Because the Board of
Directors has the power to establish the terms and conditions of each series of
Preferred Stock, it may afford the holders of any series of Preferred Stock
power, preferences and rights, voting or otherwise, senior to the rights of
holders of shares of Common Stock. The issuance of Preferred Stock could have
the effect of delaying or preventing a change in control of the Company.
- 10 -
<PAGE>
Redemption Rights
Beginning on the first anniversary of the initial public offering ("IPO"),
persons who received partnership interests ("Units") in the Operating
Partnership in exchange for certain formation partnership interests at the time
of the IPO (such persons are hereinafter referred to as members of the "Cali
Group"), received rights which enable them to require the Operating Partnership
to redeem part or all of their Units for cash (based upon the fair market value
of an equivalent number of shares of Common Stock at the time of such
redemption) or, at the election of the Company, shares of Common Stock (on a
one-for-one basis). The obligation to redeem the Cali Group's Units may be
assumed by the Company in exchange for, at the Company's election, either cash
or shares of Common Stock, provided that the Company may not pay for such
redemption with shares of Common Stock to the extent that it would result in a
member of the Cali Group beneficially or constructively owning shares of Common
Stock in excess of the Ownership Limit. See "-- Restrictions on Transfer"
below.
Restrictions On Transfer
Ownership Limits. The Company's Articles of Incorporation contain certain
restrictions on the number of shares of capital stock that individual
shareholders may own, directly or beneficially. For the Company to qualify as a
REIT under the Code, no more than 50 percent of the value of its outstanding
shares of capital stock may be owned, directly or indirectly, by five or fewer
individuals (as defined in the Code to include certain entities) during the last
half of a taxable year (other than the first year) or during a proportionate
part of a shorter taxable year. The capital stock must also be beneficially
owned by 100 or more persons during at least 335 days of a taxable year or
during a proportionate part of a shorter taxable year. Because the Company
expects to continue to qualify as a REIT, the Articles of Incorporation of the
Company contain restrictions on the direct and beneficial acquisition of capital
stock intended to ensure compliance with these requirements.
The Company's Articles of Incorporation, subject to certain exceptions,
provide that no holder may own, or be deemed to own by virtue of the attribution
provisions of the Code, more than 9.8 percent (the "Ownership Limit") of the
value of the issued and outstanding shares of capital stock. The Board of
Directors may exempt a person from the Ownership Limit if evidence satisfactory
to the Board of Directors or the Company's tax counsel is presented that such
ownership will not then or in the future jeopardize the Company's status as a
REIT. As a condition of such exemption, the intended transferee must give
written notice to the Company of the proposed transfer and must furnish such
opinions of counsel, affidavits, undertakings, agreements and information as may
be required by the Board of Directors no later than the 15th day prior to any
transfer which, if consummated, would result in the intended transferee having
the direct or beneficial ownership of shares in excess of the Ownership Limit.
The foregoing restrictions on transferability and ownership will not apply if
the Board of Directors determines that it is no longer in the best interests of
the Company to continue to qualify as a REIT. Any transfer of securities that
would: (i) create a direct or indirect ownership of shares of stock in excess
of the Ownership Limit; (ii) result in the shares of stock being owned by fewer
than 100 persons; or (iii) result in the Company being "closely held" within the
meaning of Section 856(h) of the Code shall be null and void, and the transferor
will be deemed not to have transferred the shares.
All certificates representing shares of Common Stock will bear a legend
referring to the restrictions described above.
Every owner of more than five percent (or such lower percentage as required
by the Code or regulations thereunder) of the issued and outstanding shares of
capital stock must file a written notice with the Company containing the
information specified in the Articles of Incorporation no later than January 31
of each year. In addition, every shareholder shall upon demand be required to
disclose to the Company in writing such information as the Company may request
in order to determine the effect of such shareholder's direct, indirect and
constructive ownership of such shares on the Company's status as a REIT.
The foregoing ownership limitations may have the effect of precluding
acquisition of control of the Company without the consent of the Board of
Directors.
- 11 -
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with this offering, including the
validity of the issuance of the shares of Common Stock offered hereby, will be
passed upon for the Company by Pryor, Cashman, Sherman & Flynn, New York, New
York.
EXPERTS
The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1996, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting. The combined financial statements of the
Robert Martin Group, for the year ended December 31, 1996, included in the
Company's Current Report on Form 8-K/A, dated January 31, 1997 and filed March
28, 1997, have been so incorporated in reliance on the report of Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such combined financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing. The financial
statements incorporated in this Registration Statement by reference to the
Current Reports on Form 8-K of the Company, dated September 18, 1997 and January
16, 1998, respectively, have been so incorporated in reliance on the reports of
Schonbraun Safris Sternlieb & Co., L.L.C., independent accountants, given on the
authority of said firm as experts in auditing and accounting. The statements of
The Mack Group incorporated in this Registration Statement by reference to the
Company's Proxy Statement, dated November 10, 1997, except as they relate to the
unaudited nine-month periods ended September 30, 1997 and 1996 and except as
they relate to Patriot American Office Group, have been audited by Price
Waterhouse LLP, independent accountants, and, insofar as they relate to Patriot
American Office Group, by Ernst & Young LLP, independent accountants, whose
reports thereon are incorporated by reference in this Registration Statement.
Such financial statements have been so included in reliance on the reports of
such independent accountants given on the authority of such firms as experts in
auditing and accounting.
<PAGE>
================================================================================
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy, the securities
offered hereby in any jurisdiction in which such offer or solicitation is not
authorized, or to any person to whom it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that any
information contained therein is correct as of any time subsequent to the date
hereof.
--------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information..................................................................... 1
Incorporation of Certain Documents
by Reference............................................................................ 1
The Company............................................................................... 2
Use of Proceeds........................................................................... 4
Selling Shareholders...................................................................... 4
Plan of Distribution...................................................................... 9
Description of Securities to be
Registered.............................................................................. 10
Legal Matters............................................................................. 12
Experts................................................................................... 12
</TABLE>
================================================================================
================================================================================
2,312,510 Shares
MACK-CALI REALTY CORPORATION
Common Stock
-------------------
PROSPECTUS
-------------------
January 16, 1998
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
registration statement:
a. The Company's Annual Report on Form 10-K (File No. 1-13274) for
the fiscal year ended December 31, 1996;
b. The Company's Quarterly Reports on Form 10-Q (File No. 1-13274)
for the fiscal quarters ended March 31, 1997, June 30, 1997 and
September 30, 1997;
c. The Company's Current Reports on Form 8-K and Form 8-K/A (File
No. 1-13274), dated January 31, 1997, September 18, 1997,
September 19, 1997, December 11, 1997 and January 16, 1998;
d. The Company's Proxy Statements relating to the Annual Meeting of
Shareholders held on May 15, 1997 and the Special Meeting of
Shareholders held on December 11, 1997; and
e. The description of the Common Stock and the description of
certain provisions of Maryland Law and the Company's Articles of
Incorporation and Bylaws, both contained in the Company's
Registration Statement on Form 8-A, dated August 9, 1994.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's officers and directors are and will be indemnified under
Maryland law, the Articles of Incorporation of the Company and the Amended and
Restated Agreement of Limited Partnership of the Operating Partnership (the
"Partnership Agreement of the Operating Partnership") against certain
liabilities. The Articles of Incorporation require the Company to indemnify its
directors and officers to the fullest extent permitted from time to time by the
laws of the State of Maryland. The Bylaws contain provisions which implement
the indemnification provisions of the Articles of Incorporation.
The Maryland General Corporation Law ("MGCL") permits a corporation to
indemnify its directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that the act
or omission of the director or officer was material to the matter
II-1
<PAGE>
giving rise to the proceeding and was committed in bad faith or was the result
of active and deliberate dishonesty, or the director or officer actually
received an improper personal benefit in money, property or services, or in the
case of any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. No amendment of the Articles of
Incorporation of the Company shall limit or eliminate the right to
indemnification provided with respect to acts or omissions occurring prior to
such amendment or repeal. Maryland law permits the Company to provide
indemnification to an officer to the same extent as a director, although
additional indemnification may be provided if such officer is not also a
director.
The MGCL permits the articles of incorporation of a Maryland corporation to
include a provision limiting the liability of its directors and officers to the
corporation and its shareholders for money damages, subject to specified
restrictions. The MGCL does not, however, permit the liability of directors and
officers to the corporation or its shareholders to be limited to the extent that
(1) it is proved that the person actually received an improper benefit or profit
in money, property or services (to the extent such benefit or profit was
received) or (2) a judgment or other final adjudication adverse to such person
is entered in a proceeding based on a finding that the person's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. The Articles of
Incorporation of the Company contain a provision consistent with the MGCL. No
amendment of the Articles of Incorporation shall limit or eliminate the
limitation of liability with respect to acts or omissions occurring prior to
such amendment or repeal.
The Partnership Agreement of the Operating Partnership also provides for
indemnification of the Company and its officers and directors to the same extent
indemnification is provided to officers and directors of the Company in its
Articles of Incorporation, and limits the liability of the Company and its
officers and directors to the Operating Partnership and its partners to the same
extent liability of officers and directors of the Company to the Company and its
stockholders is limited under the Company's Articles of Incorporation.
The Company has entered into indemnification agreements with each of its
directors and officers. The indemnification agreements require, among other
things, that the Company indemnify its directors and officers to the fullest
extent permitted by law, and advance to the directors and officers all related
expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. The Company also must indemnify and advance
all expenses incurred by directors and officers seeking to enforce their rights
under the indemnification agreements, and cover directors and officers under the
Company's directors' and officers' liability insurance. Although the form of
indemnification agreement offers substantially the same scope of coverage
afforded by provisions of the Articles of Incorporation and the Bylaws and
Partnership Agreement of the Operating Partnership, it provides greater
assurance to directors and officers that indemnification will be available,
because, as a contract, it cannot be modified unilaterally in the future by the
Board of Directors or by the stockholders to eliminate the rights it provides.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
4.1 - Form of Common Stock certificate
5.1 - Opinion of Pryor, Cashman, Sherman & Flynn
23.1 - Consent of Pryor, Cashman, Sherman & Flynn (included in Exhibit 5.1)
23.2 - Consent of Price Waterhouse LLP
23.3 - Consent of Ernst & Young LLP
23.4 - Consent of Ernst & Young LLP
23.5 Consent of Schonbraun Safris Sternlieb & Co., L.L.C
II-2
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement; to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions discussed in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cranford, New Jersey on this 16th day of January, 1998.
CALI REALTY CORPORATION
By: /s/ Thomas A. Rizk
-------------------------------
THOMAS A. RIZK
CHIEF EXECUTIVE
OFFICER AND DIRECTOR
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chief Executive Officer
/s/ Thomas A. Rizk and Director January 16, 1998
- ---------------------------
THOMAS A. RIZK
President, Chief Operating
/s/ Mitchell E. Hersh Officer and Director January 16, 1998
- ---------------------------
MITCHELL E. HERSH
Executive Vice President
and Chief Financial
/s/ Barry Lefkowitz Officer January 16, 1998
- ---------------------------
BARRY LEFKOWITZ
/s/ John J. Cali Chairman of the Board January 16, 1998
- ---------------------------
JOHN J. CALI
/s/ William L. Mack Director January 16, 1998
- ---------------------------
WILLIAM L. MACK
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Brendan T. Byrne Director January 16, 1998
- ---------------------------
BRENDAN T. BYRNE
/s/ Martin D. Gruss Director January 16, 1998
- ---------------------------
MARTIN D. GRUSS
/s/ Jeffrey B. Lane Director January 16, 1998
- ---------------------------
JEFFREY B. LANE
/s/ Earle I. Mack Director January 16, 1998
- ---------------------------
EARLE I. MACK
/s/ Paul A. Nussbaum Director January 16, 1998
- ---------------------------
PAUL A. NUSSBAUM
/s/ Alan G. Philibosian Director January 16, 1998
- ---------------------------
ALAN G. PHILIBOSIAN
/s/ Irvin D. Reid Director January 16, 1998
- ---------------------------
IRVIN D. REID
/s/ Vincent Tese Director January 16, 1998
- ---------------------------
VINCENT TESE
/s/ Robert F. Weinberg Director January 16, 1998
- ---------------------------
ROBERT F. WEINBERG
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
4.1 Form of Common Stock Certificate
4.2 Form of Warrant Agreement, incorporated by reference to Exhibits
10.106, 10.107 and 10.108 to the Company's Current Report on
Form 8-K, filed with the Commission on December 11, 1997, and to
Exhibits 10.84 and 10.85 to the Company's Annual Report on Form
10-K, filed with the Commission on December 31, 1996
5.1 Opinion of Pryor, Cashman, Sherman & Flynn
23.1 Consent of Pryor, Cashman, Sherman & Flynn (included as part of
Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of Schonbraun Safris Sternlieb & Co., L.L.C.
</TABLE>
<PAGE>
Exhibit 4.1
COMMON STOCK COMMON STOCK
$.01 PAR VALUE $.01 PAR VALUE
[GRAPHIC: FOUR PEOPLE IN FRONT OF LANDSCAPE/CITYSCAPE]
NUMBER SHARES
- ------ ------
CUSIP 554489 10 4
SEE REVERSE SIDE FOR DEFINITIONS
MACK-CALI REALTY CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
This Certifies that
Is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Mack-Cali Realty Corporation (hereinafter called the "Corporation"),
transferable on the books of the Corporation by the registered holder hereof in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.
In Witness Whereof, the Corporation has caused the facsimile signatures of
its duly authorized officers to be affixed hereto.
Dated:
/s/ Secretary [CORPORATE SEAL] /s/ President
Countersigned and Registered
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Transfer Agent
By and Registrar
Authorized Signature
<PAGE>
MACK-CALI REALTY CORPORATION
The Corporation will furnish to any stockholder on request and without charge
a full statement of the designations and any preferences, conversion rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
Corporation is authorized to issue, of the differences in the relative rights
and preferences between the shares of each series of a preferred or special
class in series which the Corporation is authorized to issue, to the extent they
have been set, and of the authority of the Board of Directors to set the
relative rights and preferences of subsequent series of a preferred or special
class of stock. Such request may be made to the secretary of the Corporation or
to its transfer agent.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
-------------------------
(Cust) (Minor)
under Uniform Gifts to Minors Act
TEN ENT - as tenants by the entireties
-------------------------
(State)
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common
Additional abbreviations may also be used though not on the above list.
For value received, ________________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY NUMBER OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------------
- ---------------------------------------- -------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code
of assignee)
- --------------------------------------------------------------------------------
Shares
- -------------------------------------------------------------------------
represented by the within Certificate, and do hereby irrevocably constitute and
appoint
Attorney
- ------------------------------------------------------------------------
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated:
---------------
Signature(s)
----------------------------------
Signature Guaranteed By:
- ------------------------
NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement or any change whatever.
<PAGE>
[LETTERHEAD OF PRYOR, CASHMAN, SHERMAN & FLYNN APPEARS HERE]
Exhibit 5.1
January 16, 1998
Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016
Gentlemen:
We refer to the Registration Statement on Form S-8, (the "Registration
Statement"), to be filed by you with the Securities and Exchange Commission with
respect to the registration under the Securities Act of 1933, as amended (the
"Act"), of 2,400,000 shares (the "Shares"), $.01 par value per Share, of the
Common Stock of Mack-Cali Realty Corporation (the "Company"), for delivery under
the Company's Employee Stock Option Plan and the Director Stock Option Plan
(collectively, the "Plans").
We are qualified to practice law in the State of New York. We express no
opinion as to, and, for the purposes of the opinion set forth herein, we have
conducted no investigation of, and do not purport to be experts on, any laws
other than the laws of the State of New York, the Maryland General Corporation
Law and the federal laws of the United States of America.
We have examined such documents as we considered necessary for the purposes
of this opinion. Based on such examination, it is our opinion that the Shares
have been duly authorized, and, upon issuance, will be legally issued, fully-
paid and non-assessable under the laws of the State of Maryland (the state of
incorporation of the Company).
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
PRYOR, CASHMAN, SHERMAN & FLYNN
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 18, 1997, appearing in Cali
Realty Corporation's Annual Report on Form 10-K for the year ended December 31,
1996. We also consent to the incorporation by reference in this Registration
Statement of our report dated September 15, 1997, except as to Note 12, which is
as of October 30, 1997, relating to the combined financial statements of The
Mack Group, for each of the three years in the period ended December 31, 1996,
included in Cali Realty Corporation's Proxy Statement filed on November 10,
1997. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
New York, New York
January 16, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 dated January 16, 1998 and related Prospectus
of Mack-Cali Realty Corporation for the registration of 2,400,000 shares of its
common stock and to the incorporation by reference therein of our report dated
February 21, 1997, with respect to the combined financial statements of Robert
Martin Group included in the Current Report on Form 8-K/A of Cali Realty
Corporation dated March 28, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
New York, New York
January 16, 1998
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference therein of our report dated March 19, 1997, except
for Note 9, for which the date is October 2, 1997, with respect to the Combined
Financial Statements of the Patriot American Office Group included in the Proxy
Statement of Cali Realty Corporation dated November 10, 1997, filed with the
Securities and Exchange Commission incorporated by reference in the Registration
Statement on Form S-8 pertaining to the Employee Stock Option Plan and the
Director Stock Option Plan of Mack-Cali Realty Corporation.
/s/ Ernst & Young LLP
Ernst & Young LLP
Dallas, Texas
January 15, 1998
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 20, 1997 on our audited Statement
of Revenue and Certain Expenses for Westlakes Office Park, of our report dated
August 8, 1997 on our audited Statement of Revenue and Certain Expenses for
First Shelton Place, and of our report dated September 3, 1997 on our audited
Statement of Revenue and Certain Expenses for Three Independence Way, appearing
in Cali Realty Corporation's Current Report on Form 8-K, dated September 18,
1997. We also consent to the incorporation by reference in this Registration
Statement of our report dated October 10, 1997 on our audited Statement of
Revenue and Certain Expenses for the McGarvey Portfolio, of our report dated
October 15, 1997 on our audited Statement of Revenue and Certain Expenses for
Princeton Overlook, of our report dated November 18, 1997 on our audited
Statement of Revenue and Certain Expenses for Concord Plaza, of our report dated
November 21, 1997 on our audited Statement of Revenue and Certain Expenses for
The Trooper Building, and of our report dated December 22, 1997 on our audited
Statement of Revenue and Certain Expenses for 500 West Putnam, appearing in
Mack-Cali Realty Corporation's Current Report on Form 8-K, dated January 16,
1998. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ Schonbraun Safris Sternlieb & Co., L.L.C.
Schonbraun Safris Sternlieb & Co., L.L.C.
Roseland, New Jersey
January 16, 1998
